Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
Appointment of Chief Human Resources Officer
EffectiveOctober 1, 2020 ,Liquidity Services, Inc. (the "Company") will promote Novelette Murray, age 55, to Chief Human Resources Officer.Ms. Murray will be responsible for all aspects of the Company's human resources department and be responsible for aligning our talent with the Company's business strategy.Ms. Murray will report toWilliam P. Angrick , III, the Company's Chairman and Chief Executive Officer.Ms. Murray has 25 years of human resources experience. Since 2010,Ms. Murray has been involved in the day-to-day operations of the Company's human resources function. She began as the Director of Human Resources, was later promoted to Sr. Director and currently serves as the Vice President, HR Operations. Prior to her employment with the Company,Ms. Murray served as Senior Human Resources Manager for theU.S. Concrete Pipe Division of Cemex , a global building materials company, from 2006 to 2010. Prior to that,Ms. Murray was the Director of Human Resources for Houston ENT, an otolaryngology physician group, from 2000 to 2006, and a Human Resources Associate atGE Healthcare , a manufacturer of medical imaging equipment, from 1995 to 2000.Ms. Murray has a B.A. in Organizational Communication fromRollins College and a M.B.A. fromUniversity of Maryland University College .Ms. Murray's base salary will be$280,000 and her target bonus percentage will be 50% of her base salary. In connection with her appointment asChief Human Resources Officer, the Company's Board of Directors has approved a grant of 40,000 restricted stock units toMs. Murray . Half of the restricted stock units will vest, if at all, based on the Company's achievement of total shareholder return ("TSR") milestones over a four year performance period. TSR is calculated based on the change in the Company's stock price during the performance period. The other half of the restricted stock units will vest over time, with 25% vesting onOctober 1, 2021 and an additional 25% vesting on each ofOctober 1, 2022 , 2023 and 2024, subject toMs. Murray's continued employment with the Company. There are no family relationships betweenMs. Murray and any other director or executive officer of the Company. The Company had no transactions, and has no transaction proposed, in whichMs. Murray , or any member of her immediate family, has a direct or indirect material interest.
Departure of Executive Officer
OnSeptember 16, 2020 , Mr.Michael Lutz announced his intention to retire from the Company.Mr. Lutz is stepping down from his position as Vice President, Human Resources effectiveOctober 1, 2020 (the "Retirement Date") after which he will serve as a senior advisor to the Company on a consulting basis. The Company thanksMr. Lutz for his many years of service and significant contributions to the Company's development and wishes him well in his retirement. Pursuant to the terms of his Employment Agreement and contingent uponMr. Lutz signing a general release, the Company will payMr. Lutz : (1) his base salary through the Retirement Date and all other unpaid amounts, if any, to which he is entitled as of the Retirement Date in connection with fringe benefits (e.g., accrued but unused paid time off); (2) reimbursement for business expenses incurred through the Retirement Date in accordance with the Company's policies and procedures; and (3) a lump-sum cash payment of$431,117 , which is equal to the sum of: (x)$287,411 ,Mr. Lutz's base salary, (y)$143,706 , an amount equal toMr. Lutz's target bonus for annual incentive compensation; and (z)$1.00 in additional consideration. The lump-sum cash payment will be reduced for applicable taxes and withholdings.
Mr. Lutz will also remain subject to that certain Employment Agreement Regarding Confidentiality, Intellectual Property, and Competitive Activities, made by and betweenMr. Lutz and the Company, dated as ofMarch 15, 2012 .
Item 7.01. Regulation FD Disclosure
On
The information in this Item 7.01 and the related Item 9.01, including the press release furnished as Exhibit 99.1 hereto, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any of the Company's reports or filings with theSecurities and Exchange Commission , whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LIQUIDITY SERVICES, INC. (Registrant) Date: September 16, 2020 By: /s/ Mark A. Shaffer Name: Mark A. Shaffer Title: Vice President, General Counsel and Corporate Secretary Exhibit Index Exhibit No. Description
99.1 Press Release datedSeptember 16, 2020 . 4
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